EQT 8-K
EQT Corp (EQT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On February 24, 2025, EQT Corporation (“EQT” and, together with its consolidated subsidiaries, the “Company”) issued:
| · | a news release announcing the commencement of (i) a tender offer (the “EQM Tender Offer”) by EQM Midstream Partners, LP (“EQM”), an indirect wholly owned subsidiary of EQT, to purchase for cash any and all of EQM’s outstanding 6.500% Senior Notes due 2027 (the “EQM 6.500% 2027 Notes”), (ii) a tender offer (the “EQT Tender Offer” and, together with the EQM Tender Offer, the “Tender Offers”) by EQT to purchase for cash a certain amount of EQT’s outstanding 3.900% Senior Notes due 2027 and (iii) in conjunction with the EQM Tender Offer, a consent solicitation by EQM with respect to certain proposed amendments to the indenture governing the EQM 6.500% 2027 Notes that, if adopted, would eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions currently contained in such indenture (the “EQM 6.500% 2027 Notes Consent Solicitation”); and |
| · | a news release announcing the commencement of (i) private offers by EQT to eligible holders to exchange (the “Exchange Offers”) any and all outstanding notes issued by EQM (the “Existing EQM Notes”) for up to $4,541,839,000 aggregate principal amount of new notes issued by EQT and cash and (ii) in conjunction with the Exchange Offers, consent solicitations by EQM with respect to certain proposed amendments to each of the indentures governing the Existing EQM Notes that, if adopted, would eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions currently contained in such indentures (the “Existing EQM Notes Consent Solicitations”). |
A copy of the news release announcing the Tender Offers and the EQM 6.500% 2027 Notes Consent Solicitation is attached hereto as Exhibit 99.1, and a copy of the news release announcing the Exchange Offers and the Existing EQM Notes Consent Solicitations is attached hereto as Exhibit 99.2.
The Tender Offers and the EQM 6.500% 2027 Notes Consent Solicitation are being made solely pursuant to, and upon the terms and subject to the conditions set forth in, EQT’s and EQM’s Offer to Purchase and Consent Solicitation Statement, dated February 24, 2025. The Exchange Offers and the Existing EQM Notes Consent Solicitations are being made solely pursuant to, and upon the terms and subject to the conditions set forth in, EQT’s and EQM’s Offering Memorandum and Consent Solicitation Statement, dated February 24, 2025. The Exchange Offers are private offerings exempt from, or not subject to, registration under the Securities Act of 1933, as amended.
In addition, as previously reported, on June 22, 2024, EQT completed its acquisition (the “Equitrans Midstream Merger”) of Equitrans Midstream Corporation (“Equitrans”). Attached hereto as Exhibit 99.3 is the Company’s unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, and the notes related thereto, which gives effect to the Equitrans Midstream Merger as described therein. Such pro forma financial information is derived from, among other things, the unaudited statement of consolidated comprehensive income of Equitrans for the six months ended June 30, 2024 and the notes related thereto. The unaudited consolidated balance sheet of Equitrans as of June 30, 2024 and the unaudited statements of consolidated comprehensive income, cash flows and shareholders’ equity and mezzanine equity of Equitrans for the six months ended June 30, 2024 and 2023, and the notes related thereto, are incorporated by reference in this Current Report on Form 8-K from Equitrans’ Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, which was filed by Equitrans with the Securities and Exchange Commission on July 19, 2024.
| 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: February 24, 2025 | By: | /s/ Jeremy T. Knop |
| Name: | Jeremy T. Knop | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
EQT CORPORATION AND EQM MIDSTREAM PARTNERS, LP
COMMENCE TENDER OFFERS AND CONSENT SOLICITATION
Offers to Purchase for Cash
Any and All EQM Midstream Partners, LP’s Outstanding 6.500% Senior Notes due 2027 and
Up to $750,000,000 Aggregate Purchase Price for EQT Corporation’s 3.900% Senior Notes due 2027,
Less the Aggregate Purchase Price of the EQM Notes Validly Tendered and Accepted for Purchase
and
Solicitation of Consents to Amend the Indenture Governing
EQM Midstream Partners, LP’s 6.500% Senior Notes due 2027
PITTSBURGH, February 24, 2025 -- EQT Corporation (NYSE: EQT) (“EQT” and, collectively with its consolidated subsidiaries, the “Company”) today announced that (i) EQM Midstream Partners, LP (“EQM”), an indirect wholly owned subsidiary of EQT, has commenced a tender offer (the “EQM Tender Offer”) to purchase for cash any and all of EQM’s outstanding 6.500% Senior Notes due 2027 (the “EQM Notes”) and (ii) EQT has commenced a tender offer (the “EQT Tender Offer” and, together with the EQM Tender Offer, the “Tender Offers”) to purchase for cash EQT’s outstanding 3.900% Senior Notes due 2027 (the “EQT Notes” and, together with the EQM Notes, the “Notes”) for an aggregate purchase price, excluding accrued and unpaid interest, of up to an amount equal to the EQT Notes Tender Cap (as defined below). The “EQT Notes Tender Cap” means (a) when calculated as of the Early Tender Date (as defined below) for the EQT Tender Offer, $750,000,000 (the “EQT Tender Offer Reference Amount”) less the aggregate purchase price, excluding accrued and unpaid interest, of all EQM Notes that have been validly tendered pursuant to the EQM Tender Offer (the “EQM Notes Purchase Price”), and (b) when calculated as of the Expiration Date (as defined below) for the EQT Tender Offer, the EQT Tender Offer Reference Amount less the EQM Notes Purchase Price less, if applicable, the aggregate purchase price, excluding accrued and unpaid interest, of any EQT Notes accepted for purchase prior to the Expiration Date for the EQT Tender Offer (the “EQT Early Accepted Notes”). Tendered EQT Notes may be purchased on any given Settlement Date (as defined below) only if the aggregate purchase price, excluding accrued and unpaid interest, to be paid therefor on such Settlement Date would not cause the EQT Notes Tender Cap to be exceeded, and, for the avoidance of doubt, no EQT Notes will be purchased on the Final Settlement Date (as defined below) if the aggregate purchase price, excluding accrued and unpaid interest, for all EQM Notes and EQT Notes validly tendered and accepted for purchase in the Tender Offers (including EQT Early Accepted Notes, if any) is equal to or greater than the EQT Tender Offer Reference Amount.
The following table sets forth some of the terms of the EQM Tender Offer:
| Title of Notes | CUSIP Number | Issuer/ Offeror | Principal Amount Outstanding | Tender
Offer Consideration(1)(2) | Early Tender Premium(1) | Total Consideration(1)(2)(3) | ||||||||||||||
| 6.500% Senior Notes due 2027 | 26885BAH3 / U26886AB4 | EQM | $ | 900,000,000 | $ | 976.25 | $ | 50.00 | $ | 1,026.25 | ||||||||||
(1) Per $1,000 principal amount of EQM 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.
The following table sets forth some of the terms of the EQT Tender Offer:
| Title of Notes | CUSIP
Number | Issuer/
Offeror | Principal
Amount Outstanding | Reference U.S. Treasury Security | Bloomberg
Reference Page(1) | Fixed
Spread(2) | Early
Tender Premium(3) | |||||||||||
| 3.900% Senior Notes due 2027 | 26884LAF6 | EQT | $ | 1,169,503,000 | 4.125% U.S. Treasury Notes due January 31, 2027 | FIT 1 | +45 bps | $ | 50.00 | |||||||||
(1) The page on Bloomberg from which the dealer managers for the EQT Tender Offer will quote the bid-side price of the Reference U.S. Treasury Security.
(2) Includes the Early Tender Premium.
(3) Per $1,000 principal amount of EQT Notes accepted for purchase.
Concurrently and in conjunction with the EQM Tender Offer, EQM is soliciting consents (the “Consent Solicitation”) from holders of the EQM Notes (the “EQM Holders”) to proposed amendments (the “Proposed Amendments”) to the indenture governing the EQM Notes (the “Existing EQM Indenture”). Such consents being solicited are each a “Consent” and collectively the “Consents.” The Proposed Amendments, if adopted, would eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions currently contained in the Existing EQM Indenture. EQT is not soliciting any consents from holders of the EQT Notes (the “EQT Holders” and, together with the EQM Holders, the “Holders”) to amend the indenture governing the EQT Notes.
EQM Holders may not tender their EQM Notes without delivering their Consents and may not deliver their Consents without tendering their EQM Notes. Each EQM Holder who validly tenders their EQM Notes pursuant to the EQM Tender Offer will be deemed to have validly delivered their related Consent to the Proposed Amendments with respect to the principal amount of such tendered EQM Notes.
The Tender Offers 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 February 24, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase and Consent Solicitation Statement”). The Tender Offers and the Consent Solicitation will expire at 5:00 p.m., New York City time, on March 24, 2025, unless extended (such date and time, as the same may be extended, the “Expiration Date”) or earlier terminated. Tendered Notes may not be withdrawn, and delivered Consents may not be revoked, after 5:00 p.m., New York City time, on March 7, 2025, unless extended, 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 are referred to as having been “validly delivered.”
In order to receive the applicable Total Consideration (as defined below), a Holder must validly tender their Notes on or prior to 5:00 p.m., New York City time, on March 7, 2025, unless extended (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 (the “Early Tender Premium”). Holders 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 Total Consideration minus the Early Tender Premium (the “Tender Offer Consideration”).
The “Total Consideration” is (i) in the case of the EQM Notes, $1,026.25 per $1,000 principal amount of EQM Notes accepted for purchase and (ii) in the case of the EQT Notes, to be determined in the manner described in the Offer to Purchase and Consent Solicitation Statement by reference to the fixed spread specified in the second table above plus the yield to maturity of the U.S. Treasury security specified in the second table above (the “Reference U.S. Treasury Security”), calculated as of 10:00 a.m., New York City time, on March 10, 2025, unless extended or the EQT Tender Offer is earlier terminated by EQT. EQT Holders should take note that, if the Total Consideration for the EQT Notes as determined in the Offer to Purchase and Consent Solicitation is greater than $1,000 per $1,000 principal amount of EQT Notes, then the Total Consideration will be calculated based on an assumed maturity date of July 1, 2027, the par call date for the EQT Notes, and not October 1, 2027, the stated maturity date for the EQT Notes.
In addition to the applicable Total Consideration or the applicable Tender Offer Consideration, as the case may be, all Holders whose Notes are purchased in a Tender Offer will receive accrued and unpaid interest, rounded to the nearest cent, on such Notes from and including the last applicable interest payment date up to, but not including, the applicable Settlement Date.
Each of EQT and EQM reserves the right, but is under no obligation, subject to the satisfaction or waiver of the conditions applicable to its 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 with respect to each Tender Offer, the “Early Settlement Date”). The Early Settlement Date, if any, will be determined at EQT’s or EQM’s option, as applicable, and will be a date following the Early Tender Date on which all conditions to the applicable Tender Offer have been satisfied or waived by EQT or EQM, as applicable. The Early Settlement Date, if any, is currently expected to be March 12, 2025, assuming all conditions applicable to the Tender Offers have been either satisfied or waived by EQT or EQM on or prior to such date. With respect to each Tender Offer, the “Final Settlement Date” is the date on which EQT or EQM, as applicable, accepts for purchase and makes payment for any Notes validly tendered prior to or at the Expiration Date that have not previously settled on the Early Settlement Date, if any. The Final Settlement Date will be a date that is promptly following the Expiration Date and is currently expected to be March 26, 2025, the second business day following the Expiration Date. The Early Settlement Date and the Final Settlement Date are each referred to as a “Settlement Date.”
Tendered EQT Notes may be subject to proration (or may not be purchased at all) if the aggregate purchase price, excluding accrued and unpaid interest, of the EQT Notes validly tendered is greater than the EQT Notes Tender Cap. Furthermore, if the EQT Tender Offer is fully subscribed as of the Early Tender Date, Holders who validly tender EQT Notes after the Early Tender Date will not have any of their EQT Notes accepted for purchase unless EQT increases the EQT Tender Offer Reference Amount (and thereby increases the EQT Notes Tender Cap).
The consummation of the EQT Tender Offer is not conditioned upon any minimum amount of Notes being validly tendered or upon the completion of the EQM Tender Offer or the related Consent Solicitation. The EQM Tender Offer is not conditioned upon the completion of the EQT Tender Offer; however, the consummation of the EQM Tender Offer is subject to EQM receiving Consents sufficient to satisfy the Consent Threshold (as defined below) to effect the Proposed Amendments. The Consents of EQM Holders holding not less than a majority in aggregate principal amount of the outstanding EQM Notes are required (the “Consent Threshold”) pursuant to the terms of the Existing EQM Indenture in order to effectuate the Proposed Amendments. The Tender Offers are also subject to, and conditioned upon, the satisfaction or waiver of certain other conditions described in the Offer to Purchase and Consent Solicitation Statement.
Substantially concurrently with the commencement of the Tender Offers and Consent Solicitation, EQT is offering eligible EQM Holders, upon the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement dated February 24, 2025 (as it may be amended or supplemented from time to time), a copy of which can be obtained from the information agent, the opportunity to exchange (the “Concurrent Exchange Offer”) on a par-for-par basis any and all outstanding senior notes of EQM for newly issued notes of EQT, including, in particular, the opportunity to exchange any and all outstanding EQM Notes for up to $900,000,000 aggregate principal amount of new 6.500% Senior Notes due 2027 to be issued by EQT. Eligible EQM Holders who validly tender their EQM Notes pursuant to the Concurrent Exchange Offer will also be deemed to have consented to the Proposed Amendments. The Consent Threshold for the Proposed Amendments may be satisfied by tenders pursuant to the EQM Tender Offer, the Concurrent Exchange Offer or both combined. An EQM Holder will only be able to tender specific EQM Notes pursuant to either the EQM Tender Offer or the Concurrent Exchange Offer, as the same EQM Notes cannot be tendered into more than one tender or exchange offer at the same time.
If and once the Consent Threshold is obtained, EQM intends to promptly execute and deliver a supplemental indenture containing the Proposed Amendments (the “Proposed Supplemental Indenture”), which will immediately become effective upon execution but will only become operative upon the purchase or exchange of all EQM Notes validly tendered pursuant to the EQM Tender Offer or the Concurrent Exchange Offer. As a result, if and once the Proposed Supplemental Indenture is executed, any subsequent withdrawal of an EQM Holder’s tender will not revoke the previously delivered Consent. If the Proposed Amendments become operative, the Proposed Amendments will be binding on all EQM Holders who did not validly tender or exchange their EQM Notes in the EQM Tender Offer or the Concurrent Exchange Offer.
Each of EQT and EQM reserves the right, subject to applicable law, to (i) waive or modify, in whole or in part, any or all conditions to its Tender Offer (including with respect to EQM, the receipt of Consents sufficient to satisfy the Consent Threshold), (ii) extend, terminate or withdraw its Tender Offer, or (iii) otherwise amend its Tender Offer in any respect. Further, EQT may increase or decrease the EQT Tender Offer Reference Amount (which thereby would increase or decrease the EQT Notes Tender Cap) in its sole discretion.
The purpose of the Tender Offers is to reduce the Company’s overall principal amount of debt, and it is expected that Notes purchased pursuant to the Tender Offers will be retired. The Company will continue to optimize its capital structure and may repurchase or redeem additional debt securities during or after the Tender Offers.
TD Securities (USA) LLC and J.P. Morgan Securities LLC are severally serving as the Lead Dealer Managers for the Tender Offers and as the Lead Solicitation Agents for the Consent Solicitation. They are also serving as the Lead Dealer Managers and Lead Solicitation Agents for the Concurrent Exchange Offer. Any persons with questions regarding the Tender Offers or Consent Solicitation should contact (i) TD Securities (USA) LLC by calling (866) 584-2096 (toll-free) or (212) 827-2842 (collect) or emailing [email protected] or (ii) J.P. Morgan Securities LLC by calling (866) 834-4666 (toll-free) or (212) 834-4818 (collect).
The Information Agent and Tender Agent for the Tender Offers and the Consent Solicitation is Global Bondholder Services Corporation. Copies of the Offer to Purchase and Consent Solicitation Statement and materials related to the Tender Offers or Consent Solicitation 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 [email protected].
This news release is for informational purposes only. The Tender Offers 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 Offers (and, if applicable, deliver Consents in response to the Consent Solicitation). Holders must make their own decision as to whether to participate in the Tender Offers 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
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 EQT’s and EQM’s plans and expected timing with respect to the Tender Offers, the Consent Solicitation and the Concurrent Exchange Offer.
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, storing and processing natural gas, natural gas liquids 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 pipe, sand and water required to execute the Company’s exploration and development plans, including as a result of inflationary pressures or tariffs; 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; and disruptions to the Company’s business due to recently completed divestitures, acquisitions and other significant strategic transactions. 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, 2024 and in 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.
Exhibit 99.2
EQT CORPORATION ANNOUNCES EXCHANGE OFFERS AND CONSENT SOLICITATIONS FOR
EQM MIDSTREAM PARTNERS, LP NOTES
PITTSBURGH, February 24, 2025 -- EQT Corporation (NYSE: EQT) (“EQT” and, collectively with its consolidated subsidiaries, the “Company”) today announced that it has commenced offers to Eligible Holders (as defined below) to exchange (each, an “Exchange Offer” and collectively, the “Exchange Offers”) any and all outstanding notes (the “Existing EQM Notes”) issued by EQM Midstream Partners, LP (“EQM”), an indirect wholly owned subsidiary of EQT, for up to $4,541,839,000 aggregate principal amount of new notes issued by EQT (the “New Notes”) and cash, as set forth in the table below.
The following table sets forth the Exchange Consideration and Total Exchange Consideration for each series of Existing EQM Notes:
| Title of Notes | CUSIP Number | Principal Amount Outstanding | Exchange Consideration(1) | Total Exchange Consideration(2) | ||||||
| 7.500% Senior Notes due 2027 | 26885BAM2 / U26886AE8 | $ | 500,000,000 | $950 principal amount of new EQT 7.500% Senior Notes due 2027 and $1.00 (in cash) | $1,000 principal amount of new EQT 7.500% Senior Notes due 2027 and $1.00 (in cash) | |||||
| 6.500% Senior Notes due 2027 | 26885BAH3 / U26886AB4 | $ | 900,000,000 | $950 principal amount of new EQT 6.500% Senior Notes due 2027 $1.00 (in cash) | $1,000 principal amount of new EQT 6.500% Senior Notes due 2027 and $1.00 (in cash) | |||||
| 5.500% Senior Notes due 2028 | 26885BAC4 | $ | 118,683,000 | $950 principal amount of new EQT 5.500% Senior Notes due 2028 and $1.00 (in cash) | $1,000 principal amount of new EQT 5.500% Senior Notes due 2028 and $1.00 (in cash) | |||||
| 4.50% Senior Notes due 2029 | 26885BAK6 / U26886AC2 | $ | 742,923,000 | $950 principal amount of new EQT 4.50% Senior Notes due 2029 and $1.00 (in cash) | $1,000 principal amount of new EQT 4.50% Senior Notes due 2029 and $1.00 (in cash) | |||||
| 6.375% Senior Notes due 2029 | 26885BAP5 / U26886AG3 | $ | 600,000,000 | $950 principal amount of new EQT 6.375% Senior Notes due 2029 and $1.00 (in cash) | $1,000 principal amount of new EQT 6.375% Senior Notes due 2029 and $1.00 (in cash) | |||||
| 7.500% Senior Notes due 2030 | 26885BAN0 / U26886AF5 | $ | 500,000,000 | $950 principal amount of new EQT 7.500% Senior Notes due 2030 and $1.00 (in cash) | $1,000 principal amount of new EQT 7.500% Senior Notes due 2030 and $1.00 (in cash) | |||||
| 4.75% Senior Notes due 2031 | 26885BAL4 / U26886AD0 | $ | 1,100,000,000 | $950 principal amount of new EQT 4.75% Senior Notes due 2031 and $1.00 (in cash) | $1,000 principal amount of new EQT 4.75% Senior Notes due 2031 and $1.00 (in cash) | |||||
| 6.500% Senior Notes due 2048 | 26885BAE0 | $ | 80,233,000 | $950 principal amount of new EQT 6.500% Senior Notes due 2048 and $1.00 (in cash) | $1,000 principal amount of new EQT 6.500% Senior Notes due 2048 and $1.00 (in cash) | |||||
(1) For each $1,000 principal amount of Existing EQM Notes validly tendered after the Early Tender Date (as defined below) but at or before the Expiration Date (as defined below) and accepted for exchange.
(2) For each $1,000 principal amount of Existing EQM Notes validly tendered at or before the Early Tender Date and accepted for exchange.
In conjunction with the Exchange Offers, EQM is soliciting consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) from Eligible Holders to adopt certain proposed amendments (the “Proposed Amendments”) to each of the indentures governing the Existing EQM Notes (the “Existing EQM Indentures”), which, if adopted, would eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions currently contained in the Existing EQM Indentures. Such consents being solicited are each a “Consent” and collectively the “Consents.”
An Eligible Holder may not tender their Existing EQM Notes in an Exchange Offer without delivering their Consents and may not deliver their Consents without tendering their Existing EQM Notes. Each Eligible Holder who validly tenders their Existing EQM Notes pursuant to an Exchange Offer will be deemed to have validly delivered their Consent in the corresponding Consent Solicitation with respect to the principal amount of such tendered Existing EQM Notes.
The Exchange Offers and Consent Solicitations are being made upon and are subject to the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated February 24, 2025 (as it may be amended or supplemented from time to time, the “Offering Memorandum and Consent Solicitation Statement”). Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offers and Consent Solicitations, although EQT may waive such condition at any time with respect to any Exchange Offer. Any waiver of a condition by EQT with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation. EQT may complete an Exchange Offer even if valid Consents sufficient to effect the Proposed Amendments to the Existing EQM Indenture governing the applicable series of Existing EQM Notes are not received.
The Exchange Offers and the Consent Solicitations will expire at 5:00 p.m., New York City time, on March 24, 2025, unless extended (such date and time, as the same may be extended, the “Expiration Date”) or earlier terminated by EQT.
Eligible Holders who validly tender their Existing EQM Notes on or prior to 5:00 p.m., New York City time, on March 7, 2025, unless extended by EQT (such date and time, as the same may be extended, the “Early Tender Date”), will be eligible to receive, on the settlement date, the applicable Total Exchange Consideration set forth in the table above for all such Existing EQM Notes that are accepted for exchange. Eligible Holders who validly tender their Existing EQM Notes after the Early Tender Date but on or prior to the Expiration Date will be eligible to receive, on the settlement date, the applicable Exchange Consideration set forth in the table above for all such Existing EQM Notes that are accepted for exchange. The settlement date will be a date that is promptly following the Expiration Date and is currently expected to be March 26, 2025, the second business day following the Expiration Date. In this news release, all Existing EQM Notes that are validly tendered and not validly withdrawn are referred to as having been “validly tendered” and all Consents that are validly delivered and not validly revoked are referred to as having been “validly delivered.”
The maturity date, interest rate and interest payment dates of each New Note issued pursuant to the Exchange Offers will be identical to, and the optional redemption provisions with respect to the subject New Note will be substantially the same as those applicable to, the corresponding Existing EQM Note for which such New Note was exchanged. No accrued and unpaid interest will be payable upon acceptance of any Existing EQM Notes in the Exchange Offers and Consent Solicitations (other than accrued and unpaid interest payable with respect to any fractional portion of New Notes not delivered in consideration of minimum denomination requirements). However, the first interest payment on the New Notes will include the accrued and unpaid interest from the applicable Existing EQM Notes tendered in exchange therefor so that a tendering Eligible Holder will receive the same interest payment they would have received had their Existing EQM Notes not been tendered in the Exchange Offers and Consent Solicitations.
Substantially concurrently with the commencement of the Exchange Offers and Consent Solicitations, (i) EQM commenced a tender offer (the “Concurrent EQM Tender Offer”) to purchase for cash any and all of EQM’s outstanding 6.500% Senior Notes due 2027 (the “Existing EQM 6.500% 2027 Notes”) and (ii) EQT commenced a tender offer (the “EQT Tender Offer”) to purchase for cash up to a certain amount of EQT’s outstanding 3.900% Senior Notes due 2027. Holders of the Existing EQM 6.500% 2027 Notes who validly tender their Existing EQM 6.500% 2027 Notes pursuant to the Concurrent EQM Tender Offer will also be deemed to have consented to the Proposed Amendments under the applicable Consent Solicitation described in this news release, and with respect to the Existing EQM 6.500% 2027 Notes, the applicable consent threshold for the Proposed Amendments may be satisfied by tenders pursuant to the applicable Exchange Offer, the Concurrent EQM Tender Offer or both combined. An Eligible Holder of Existing EQM 6.500% 2027 Notes will only be able to tender specific Existing EQM 6.500% 2027 Notes pursuant to either the Concurrent EQM Tender Offer or the applicable Exchange Offer, as the same Existing EQM 6.500% 2027 Notes cannot be tendered into more than one tender or exchange offer at the same time.
At any time at or before the Expiration Date, if EQM receives valid consents from holders of Existing EQM Notes sufficient to effect the Proposed Amendments with respect to the Existing EQM Notes of a subject series, EQM intends to promptly execute and deliver a supplemental indenture containing the Proposed Amendments to the relevant Existing EQM Indenture, which will immediately become effective upon execution but will only become operative upon the exchange or purchase, as applicable, of all Existing EQM Notes of the subject series validly tendered pursuant to the applicable Exchange Offer or, in the case of the Existing EQM 6.500% 2027 Notes, the Concurrent EQM Tender Offer. As a result, if and once the supplemental indenture effecting the Proposed Amendments with respect to the subject series of Existing EQM Notes is executed, any subsequent withdrawal of a tender of Existing EQM Notes of such series will not revoke the Consent previously delivered by operation of such tender. If the Proposed Amendments become operative with respect to a series of Existing EQM Notes, the Proposed Amendments will be binding on all holders of such series of Existing EQM Notes who did not validly tender their Existing EQM Notes in an Exchange Offer or, in the case of the Existing EQM 6.500% 2027 Notes, the Concurrent EQM Tender Offer.
EQT, in its sole discretion, may modify or terminate any Exchange Offer and may extend the Early Tender Date, the Expiration Date and/or the settlement date with respect to any Exchange Offer, subject to applicable law. Any such modification, termination or extension by EQT with respect to an Exchange Offer will automatically modify, terminate or extend the corresponding Consent Solicitation, as applicable.
The Exchange Offers are only being made, and the New Notes are only being offered and will only be issued, and copies of the Offering Memorandum and Consent Solicitation Statement and other related materials will only be made available, to holders of Existing EQM Notes who complete and return an eligibility form confirming, among other things, that they are either a “qualified institutional buyer” under Rule 144A or not a “U.S. person” and outside the United States under Regulation S for purposes of applicable securities laws (such a holder, an “Eligible Holder”). The eligibility form is available electronically at: https://gbsc-usa.com/eligibility/eqm.
TD Securities (USA) LLC and J.P. Morgan Securities LLC are severally serving as the Lead Dealer Managers for the Exchange Offers and as the Lead Solicitation Agents for the Consent Solicitations. They are also serving as the Lead Dealer Managers and Lead Solicitation Agents for the Concurrent EQM Tender Offer and the EQT Tender Offer. Any persons with questions regarding the Exchange Offers or the Consent Solicitations should contact (i) TD Securities (USA) LLC by calling (866) 584-2096 (toll-free) or (212) 827-2842 (collect) or emailing [email protected] or (ii) J.P. Morgan Securities LLC by calling (866) 834-4666 (toll-free) or (212) 834-4818 (collect).
The Information Agent and Exchange Agent for the Exchange Offers and the Consent Solicitations is Global Bondholder Services Corporation. Copies of the Offering Memorandum and Consent Solicitation Statement and materials related to the Exchange Offers or Consent Solicitations 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 [email protected].
This news release is for informational purposes only. The Exchange Offers and the Consent Solicitations are being made only pursuant to the Offering Memorandum and Consent Solicitation Statement, and the information in this news release is qualified by reference to the Offering Memorandum and Consent Solicitation Statement. Further, this news release does not constitute an offer to sell or the solicitation of an offer to buy the Existing EQM Notes, the New Notes or any other securities. No recommendation is made as to whether holders should tender any Existing EQM Notes in response to the Exchange Offers or the Concurrent EQM Tender Offer (and deliver Consents in response to the Consent Solicitations). Holders of Existing EQM Notes must make their own decision as to whether to participate in the Exchange Offers and the Consent Solicitations and, if so, the principal amount of Existing EQM Notes to tender.
The New Notes offered in the Exchange Offers have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
Investor Contact
Cameron Horwitz
Managing Director, Investor Relations & Strategy
412.445.8454
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. 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 EQT’s and EQM’s plans and expected timing with respect to the Exchange Offers, the Consent Solicitations, the Concurrent EQM Tender Offer and the EQT Tender Offer.
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, storing and processing natural gas, natural gas liquids 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 pipe, sand and water required to execute the Company’s exploration and development plans, including as a result of inflationary pressures or tariffs; 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; and disruptions to the Company’s business due to recently completed divestitures, acquisitions and other significant strategic transactions. 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, 2024 and in 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.
Exhibit 99.3
EQT CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
On July 22, 2024, EQT Corporation (EQT) and certain subsidiaries of EQT completed the Equitrans Midstream Merger (defined below) pursuant to the agreement and plan of merger dated March 10, 2024 (the Merger Agreement), by and among EQT, Humpty Merger Sub Inc., an indirect wholly-owned subsidiary of EQT (Merger Sub), Humpty Merger Sub LLC, an indirect wholly-owned subsidiary of EQT (LLC Sub), and Equitrans Midstream Corporation (Equitrans Midstream).
Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into Equitrans Midstream (the First Merger), with Equitrans Midstream surviving as an indirect wholly-owned subsidiary of EQT (the First Step Surviving Corporation), and, as the second step in a single integrated transaction with the First Merger, the First Step Surviving Corporation merged with and into LLC Sub (the Second Merger and, together with the First Merger, the Equitrans Midstream Merger), with LLC Sub surviving the Second Merger as an indirect wholly-owned subsidiary of EQT.
Upon the closing of the Equitrans Midstream Merger, each share of common stock, no par value, of Equitrans Midstream (Equitrans Midstream common stock) that was issued and outstanding immediately prior to the effective time of the First Merger (other than shares of Equitrans Midstream common stock owned by Equitrans Midstream or its subsidiaries or by EQT or its subsidiaries) was converted into the right to receive, without interest, 0.3504 shares of EQT common stock, which totaled 152,427,848 shares of EQT common stock with an aggregate value of $5.5 billion, based on an EQT common stock share price of $35.88. In addition, in connection with the closing of the Equitrans Midstream Merger, EQT paid an aggregate of $79.5 million of equity consideration to employees of Equitrans Midstream who did not continue with EQT upon the Equitrans Midstream Merger closing date.
Immediately prior to the completion of the Equitrans Midstream Merger, on July 22, 2024, using borrowings under EQT's revolving credit facility, EQT paid $685.3 million to effect the purchase and redemption of all of the issued and outstanding Series A Perpetual Convertible Preferred Shares, no par value, of Equitrans Midstream (the Equitrans Midstream preferred stock).
The following unaudited pro forma condensed combined statement of operations (the pro forma statement of operations) for the year ended December 31, 2024 has been prepared to reflect the effects of the "Pro Forma Events" described below on the statement of operations of EQT and subsidiaries (collectively, the Company) as if they had occurred on January 1, 2024.
The pro forma statement of operations is derived from:
| · | the historical audited financial statements of the Company; and | |
| · | the historical unaudited financial statements of Equitrans Midstream. |
The Pro Forma Events consist of (i) the Equitrans Midstream Merger, (ii) the conversion of each share of Equitrans Midstream common stock that was issued and outstanding immediately prior to the effective time of the First Merger into the right to receive 0.3504 shares of EQT common stock, with cash paid in lieu of fractional shares of EQT common stock that Equitrans Midstream common shareholders were otherwise entitled to receive in the Equitrans Midstream Merger, and (iii) the purchase and redemption by Equitrans Midstream of all of the outstanding shares of Equitrans Midstream preferred stock prior to the consummation of the Equitrans Midstream Merger.
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 the Company would have been had the Pro Forma Events occurred on the date assumed nor is it necessarily indicative of future consolidated results of operations. Future results may vary significantly from the results reflected because of various factors. The pro forma statement of operations should be read in conjunction with:
| · | the accompanying notes to the pro forma statement of operations; | |
| · | the consolidated financial statements and accompanying notes thereto of the Company contained in EQT's Annual Report on Form 10-K for the year ended December 31, 2024; and | |
| · | the unaudited condensed consolidated financial statements and accompanying notes thereto of Equitrans Midstream contained in Equitrans Midstream's Quarterly Report on Form 10-Q for the six months ended June 30, 2024. |
EQT CORPORATION AND SUBSIDIARIES
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
YEAR ENDED DECEMBER 31, 2024
| EQT Historical | Equitrans Midstream Historical (1) | Equitrans Midstream Historical Stub Period (2) | Pro Forma Adjustments | Pro Forma Combined | ||||||||||||||
| (Thousands, except per share amounts) | ||||||||||||||||||
| Operating revenues: | ||||||||||||||||||
| Sales of natural gas, natural gas liquids and oil | $ | 4,934,366 | $ | — | $ | — | $ | — | $ | 4,934,366 | ||||||||
| Gain on derivatives | 51,117 | — | — | (33,432 | ) | (b) | 17,685 | |||||||||||
| Pipeline, net marketing services and other | 287,826 | — | — | 812,192 | (a) | 621,214 | ||||||||||||
| (478,804 | ) | (b) | ||||||||||||||||
| Operating revenues | — | 725,869 | 86,323 | (812,192 | ) | (a) | — | |||||||||||
| Total operating revenues | 5,273,309 | 725,869 | 86,323 | (512,236 | ) | 5,573,265 | ||||||||||||
| Operating expenses: | ||||||||||||||||||
| Transportation and processing | 1,915,616 | — | — | (539,982 | ) | (b) | 1,375,634 | |||||||||||
| Production | 377,007 | — | — | (141 | ) | (b) | 376,866 | |||||||||||
| Operating and maintenance | 110,393 | 93,234 | 7,751 | — | 211,378 | |||||||||||||
| Exploration | 2,735 | — | — | — | 2,735 | |||||||||||||
| Selling, general and administrative | 336,724 | 89,982 | 10,049 | (5,509 | ) | (a) | 430,508 | |||||||||||
| (738 | ) | (c) | ||||||||||||||||
| Transaction costs | — | 7,695 | — | (7,695 | ) | (a) | — | |||||||||||
| Depreciation, depletion and amortization | 2,162,350 | 144,860 | 16,453 | 36,134 | (a) | 2,299,042 | ||||||||||||
| (32,052 | ) | (d) | ||||||||||||||||
| (28,703 | ) | (e) | ||||||||||||||||
| Amortization of intangible assets | — | 32,410 | 3,724 | (36,134 | ) | (a) | — | |||||||||||
| Gain on sale/exchange of long-lived assets | (764,044 | ) | — | — | — | (764,044 | ) | |||||||||||
| Impairment and expiration of leases | 97,368 | — | — | — | 97,368 | |||||||||||||
| Other operating expenses | 349,864 | — | — | 13,204 | (a) | 363,068 | ||||||||||||
| Total operating expenses | 4,588,013 | 368,181 | 37,977 | (601,616 | ) | 4,392,555 | ||||||||||||
| Operating income | 685,296 | 357,688 | 48,346 | 89,380 | 1,180,710 | |||||||||||||
| Income from investments | (76,039 | ) | (91,819 | ) | (12,372 | ) | 7,045 | (f) | (173,185 | ) | ||||||||
| Other (income) expense | (25,983 | ) | 374 | 8,338 | (9,808 | ) | (b) | (27,079 | ) | |||||||||
| Loss on debt extinguishment | 68,299 | — | — | — | 68,299 | |||||||||||||
| Interest expense, net | 454,825 | 239,025 | 27,276 | (7,653 | ) | (g) | 739,834 | |||||||||||
| 26,361 | (h) | |||||||||||||||||
| Income before income taxes | 264,194 | 210,108 | 25,104 | 73,435 | 572,841 | |||||||||||||
| Income tax expense | 22,079 | 26,505 | — | 47,768 | (i) | 96,352 | ||||||||||||
| Net income | 242,115 | 183,603 | 25,104 | 25,667 | 476,489 | |||||||||||||
| Less: Net income attributable to noncontrolling interests | 11,538 | 4,215 | 565 | 11,985 | (j) | 28,303 | ||||||||||||
| Net income attributable to EQT Corporation | 230,577 | 179,388 | 24,539 | 13,682 | 448,186 | |||||||||||||
| Preferred dividends | — | 35,144 | — | (35,144 | ) | (k) | — | |||||||||||
| Net income attributable to EQT Corporation common shareholders | $ | 230,577 | $ | 144,244 | $ | 24,539 | $ | 48,826 | $ | 448,186 | ||||||||
| Income per share of common stock attributable to EQT Corporation common shareholders: | ||||||||||||||||||
| Basic: | ||||||||||||||||||
| Weighted average common stock outstanding | 509,597 | 85,258 | (l) | 594,855 | ||||||||||||||
| Net income attributable to EQT Corporation common shareholders | $ | 0.45 | $ | — | $ | 0.75 | ||||||||||||
| Diluted: | ||||||||||||||||||
| Weighted average common stock outstanding | 514,593 | 85,258 | (l) | 599,851 | ||||||||||||||
| Net income attributable to EQT Corporation common shareholders | $ | 0.45 | $ | — | $ | 0.75 | ||||||||||||
| (1) | The Equitrans Midstream Historical column includes results for the period of January 1, 2024 through June 30, 2024. |
| (2) | The Equitrans Midstream Historical Stub Period column includes results for the stub period of July 1, 2024 through July 21, 2024. |
See accompanying notes to the pro forma condensed combined statement of operations (unaudited).
EQT CORPORATION AND SUBSIDIARIES
NOTES TO THE PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
1. Basis of Presentation
The pro forma statement of operations has been prepared to reflect the effect of the Pro Forma Events on the consolidated statement of operations of the Company. The pro forma statement of operations for the year ended December 31, 2024 is presented as if the Pro Forma Events had occurred on January 1, 2024.
The pro forma statement of operations has been prepared using the acquisition method of accounting pursuant to accounting guidance in Accounting Standards Codification 805, Business Combinations, with EQT treated as the acquirer. The acquisition method of accounting is dependent upon certain valuations and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measure. Accordingly, the pro forma adjustments have been made solely for the purpose of providing pro forma financial information and are subject to revision based on a final determination of fair value as of July 22, 2024. Differences between these estimates and the final purchase price allocation may have a material impact on the accompanying pro forma statement of operations. For additional information on the preliminary purchase price allocation, refer to Note 6 to the consolidated financial statements included in EQT's Annual Report on Form 10-K for the year ended December 31, 2024.
The Equitrans Midstream historical amounts are unaudited, which are included in Equitrans Midstream's Quarterly Report on Form 10-Q for the six months ended June 30, 2024. Certain historical amounts of Equitrans Midstream have been reclassified to conform to the Company's pro forma 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 the Company would have been had the Pro Forma Events 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 the Company believes are reasonable. The actual effects of the Pro Forma Events will differ from the pro forma adjustments. A general description of the pro forma adjustments is provided below.
| (a) | Pro forma reclassifications to conform to the Company's pro forma presentation, including: |
| (i) | reclassification of operating revenues of Equitrans Midstream to pipeline, net marketing services and other revenues of the Company; | |
| (ii) | reclassification of selling, general and administrative and transaction costs of Equitrans Midstream to other operating expenses of the Company; and | |
| (iii) | reclassification of amortization of intangible assets of Equitrans Midstream to depreciation, depletion and amortization of the Company. |
| (b) | Pro forma adjustments to eliminate historical transactions between the Company and Equitrans Midstream that would be treated as intercompany transactions on a consolidated basis, including: |
| (i) | eliminate changes in the fair value of the consolidated gas gathering agreement derivative instrument in gain on derivatives of the Company and in other expense of Equitrans Midstream; and | |
| (ii) | eliminate pipeline, net marketing services and other revenues of Equitrans Midstream and transportation and processing expense and production expense of the Company related to gathering, transportation and water services performed by Equitrans Midstream. |
| (c) | Pro forma adjustment to selling, general and administrative expense of Equitrans Midstream as a result of the adjustment of accounts receivable of Equitrans Midstream to estimated fair value related to current expected credit losses reserve of Equitrans Midstream related to the Company. |
| (d) | Pro forma adjustment to depreciation expense of Equitrans Midstream as a result of the adjustment of property, plant and equipment of Equitrans Midstream to estimated fair value and the adjustment to expected remaining useful lives. |
| (e) | Pro forma adjustment to give effect to the amortization of the intangible assets identified as a result of the preliminary purchase price allocation using an estimated life which reflects the expected term of future cash flows of the underlying customer contracts and calculated based on a straight line method of amortization. |
| (f) | Pro forma adjustment to income from investments of Equitrans Midstream as a result of the adjustment of the investment in Mountain Valley Pipeline, LLC of Equitrans Midstream to estimated fair value. |
| (g) | Pro forma adjustment to amortization of deferred issuance costs in interest expense of Equitrans Midstream as a result of the adjustment of debt of Equitrans Midstream to estimated fair value, with the difference between principal and estimated fair value capitalized as deferred issuance costs to be amortized over the remaining term of the underlying senior note. |
| (h) | Pro forma adjustment to interest expense for borrowings made under EQT's revolving credit facility to purchase and redeem the Equitrans Midstream preferred stock. |
| (i) | Pro forma adjustment to reflect the income tax effect of the pro forma adjustments. The tax rate used to reflect the tax effect in 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. The pro forma statement of operations includes a nonrecurring income tax adjustment to give effect to the remeasurement of EQT’s deferred income taxes to reflect the combined state apportionment rates. Additional tax adjustments may arise upon closure of the Equitrans Midstream and filing of the initial tax returns. |
| (j) | Pro forma adjustment to reflect the noncontrolling interest effects of the pro forma adjustments described in (d), (e) and (g) above. |
| (k) | Pro forma adjustment to reflect the purchase and redemption of all of the issued and outstanding Equitrans Midstream preferred stock, including accrued and unpaid dividends. |
| (l) | Pro forma adjustment to weighted average common stock outstanding to reflect the conversion of each share of Equitrans Midstream common stock that was issued and outstanding immediately prior to the effective time of the First Merger into the right to receive, without interest, 0.3504 shares of EQT common stock, which totaled 152,427,848 shares of EQT common stock. |