Board to Establish Committee Immediately Upon
Close of the Rice Transaction
EQT Corporation (NYSE: EQT) today announced that, immediately
upon the closing of the Rice transaction, it will establish a
Committee of the Board of Directors to evaluate options for
addressing EQT’s sum-of-the-parts discount. The Committee will be
led by Stephen A. Thorington and include select EQT independent
directors. Based on the Committee’s recommendation, EQT’s Board
will announce a decision by the end of the first quarter 2018.
“While we are excited about the value creation opportunities
presented by the Rice transaction, addressing the sum-of-the-parts
discount is a priority for the Board,” said Mr. Thorington. “The
Committee will work to identify the optimum path to maximizing
shareholder value."
“After meeting and speaking with many EQT shareholders,
sell-side analysts, and other industry participants during the past
few months, we are pleased with the positive feedback regarding our
decision to acquire Rice Energy,” said Steve Schlotterbeck,
president and chief executive officer of EQT. “Rice is an
outstanding strategic and operational fit for EQT and this
transaction will enhance our ability to further unlock the embedded
midstream value and address the sum-of-the-parts discount, which
will now be done on an accelerated timetable."
Separately, the Company also announced that the Compensation
Committee of the Board has confirmed its previous intent to exclude
acquired production volume from long-term compensation calculations
as related to producing Rice wells as of the transaction closing
date.
“Our objective with executive compensation has always been to
align interests of management with those of shareholders,” said Lee
T. Todd, Ph.D., Chair of the Management Development and
Compensation Committee. “In that regard, the current plan had
always provided for flexibility to adjust compensation calculations
with downward discretion only. The Committee did not intend to
include volume from material acquisitions, such as that of the Rice
transaction.”
Furthermore, production volume will no longer be a performance
metric for EQT’s long-term compensation programs and will be
replaced by efficiency metrics. The performance goals for the 2018
compensation program will be based on operating and development
cost improvement, relative total shareholder return, and return on
capital employed.
About EQT Corporation:
EQT Corporation is an integrated energy company with emphasis on
Appalachian area natural gas production, gathering, and
transmission. With more than 125 years of experience, EQT continues
to be a leader in the use of advanced horizontal drilling
technology – designed to minimize the potential impact of
drilling-related activities and reduce the overall environmental
footprint. Through safe and responsible operations, the Company is
committed to meeting the country’s growing demand for clean-burning
energy, while continuing to provide a rewarding workplace and
enrich the communities where its employees live and work. EQT also
owns a 90% limited partner interest in EQT GP Holdings, LP. EQT GP
Holdings, LP owns the general partner interest, all of the
incentive distribution rights, and a portion of the limited partner
interests in EQT Midstream Partners, LP.
Visit EQT Corporation at www.EQT.com.
Cautionary Statement Regarding Forward-Looking
Information
This communication may contain certain forward-looking
statements, including certain plans, expectations, goals,
projections, and statements about the benefits of the proposed
transaction, EQT’s and Rice Energy Inc.’s (Rice) plans, objectives,
expectations and intentions, the expected timing of completion of
the transaction, and other statements that are not historical
facts. Such statements are subject to numerous assumptions, risks,
and uncertainties. Statements that do not describe historical or
current facts, including statements about beliefs and expectations,
are forward-looking statements. Forward-looking statements may be
identified by words such as expect, anticipate, believe, intend,
estimate, plan, target, goal, or similar expressions, or future or
conditional verbs such as will, may, might, should, would, could,
or similar variations. The forward-looking statements are intended
to be subject to the safe harbor provided by Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934, and the Private Securities Litigation Reform Act of
1995.
While there is no assurance that any list of risks and
uncertainties or risk factors is complete, below are certain
factors which could cause actual results to differ materially from
those contained or implied in the forward-looking statements
including: risks related to our acquisition and integration of
acquired businesses and assets; the cost of defending our
intellectual property; technological changes and other trends
affecting the oil and gas industry; the possibility that the
proposed transaction does not close when expected or at all because
required regulatory, shareholder or other approvals are not
received or other conditions to the closing are not satisfied on a
timely basis or at all; the risk that the financing required to
fund the transaction is not obtained; potential adverse reactions
or changes to business or employee relationships, including those
resulting from the announcement or completion of the transaction;
uncertainties as to the timing of the transaction; competitive
responses to the transaction; the possibility that the anticipated
benefits of the transaction are not realized when expected or at
all, including as a result of the impact of, or problems arising
from, the integration of the two companies; the possibility that
the transaction may be more expensive to complete than anticipated,
including as a result of unexpected factors or events; diversion of
management’s attention from ongoing business operations and
opportunities; EQT’s ability to complete the acquisition and
integration of Rice successfully; the possibility of litigation
relating to the transaction; and other factors that may affect
future results of EQT and Rice. Additional factors that could cause
results to differ materially from those described above can be
found in EQT’s Annual Report on Form 10-K for the year ended
December 31, 2016 and in its subsequent Quarterly Reports on Form
10-Q for the quarters ended March 31, 2017 and June 30, 2017, each
of which is on file with the Securities and Exchange Commission
(the SEC) and available in the “Investors” section of EQT’s
website, https://www.eqt.com/, under the heading “SEC Filings” and
in other documents EQT files with the SEC, and in Rice’s Annual
Report on Form 10-K for the year ended December 31, 2016 and in its
subsequent Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2017 and June 30, 2017, each of which is on file with the
SEC and available in the “Investor Relations” section of Rice’s
website, https://www.riceenergy.com/, under the subsection
“Financial Information” and then under the heading “SEC Filings”
and in other documents Rice files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither EQT nor Rice assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
Important Additional Information
In connection with the proposed transaction, on July 27, 2017,
EQT filed with the SEC a registration statement on Form S-4 that
contains a preliminary joint proxy statement of EQT and Rice and
also constitutes a preliminary prospectus of EQT. On September 8,
2017, EQT filed Amendment No. 1 to the registration statement. The
registration statement has not yet become effective. After the
registration statement is declared effective by the SEC, a
definitive joint proxy statement/prospectus will be mailed to
shareholders of EQT and the stockholders of Rice. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. SHAREHOLDERS OF EQT AND STOCKHOLDERS OF RICE
ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER
RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors may
obtain a free copy of the registration statement and the joint
proxy statement/prospectus, as well as other filings containing
information about EQT and Rice, without charge, at the SEC’s
website (http://www.sec.gov). Copies of the documents filed with
the SEC by EQT can be obtained, without charge, by directing a
request to Investor Relations, EQT Corporation, EQT Plaza, 625
Liberty Avenue, Pittsburgh, Pennsylvania 15222-3111, Tel. No. (412)
553-5700. Copies of the documents filed with the SEC by Rice can be
obtained, without charge, by directing a request to Investor
Relations, Rice Energy Inc., 2200 Rice Drive, Canonsburg,
Pennsylvania 15317, Tel. No. (724) 271-7200.
Participants in the Solicitation
EQT, Rice, and certain of their respective directors, executive
officers and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding EQT’s directors and executive officers is
available in its definitive proxy statement, which was filed with
the SEC on February 17, 2017, and certain of its Current Reports on
Form 8-K. Information regarding Rice’s directors and executive
officers is available in its definitive proxy statement, which was
filed with the SEC on April 17, 2017, and certain of its Current
Reports on Form 8-K. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other
relevant materials filed with the SEC. Free copies of this document
may be obtained as described in the preceding paragraph.
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version on businesswire.com: http://www.businesswire.com/news/home/20170913006664/en/
EQT analyst inquiries:Patrick Kane, 412-553-7833Chief
Investor Relations Officerpkane@eqt.comorEQT Midstream Partners
/ EQT GP Holdings analyst inquiries:Nate Tetlow,
412-553-5834Investor Relations Directorntetlow@eqt.comorMedia
inquiries:Natalie Cox, 412-395-3941Corporate Director,
Communicationsncox@eqt.com
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