Current Report Filing (8-k)
October 01 2021 - 4:17PM
Edgar (US Regulatory)
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2021-09-28
2021-09-28
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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): October 1, 2021 (September 28, 2021)
EQT CORPORATION
(Exact name of registrant as specified in
its charter)
Pennsylvania
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001-3551
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25-0464690
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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625 Liberty Avenue, Suite 1700,
Pittsburgh, Pennsylvania 15222
(Address of principal executive offices,
including zip code)
(412) 553-5700
(Registrant’s telephone number, including
area code)
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 (see General
Instruction A.2. below):
¨
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)
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value
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EQT
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New York Stock Exchange
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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
8.01. Other Events.
On
September 28, 2021, EQT Corporation (EQT) entered into an Underwriting Agreement (the Underwriting Agreement) with certain shareholders
of EQT listed in Schedule 2 thereto (the Selling Shareholders) and Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives
of the underwriters listed in Schedule 1 thereto (the Underwriters), relating to the offer
and sale (the Offering) of 25,930,000 shares of EQT’s common stock, no par value (the
Common Stock), by the Selling Shareholders at a price to the public of $20.00 per share. Pursuant to the Underwriting Agreement, the Selling
Shareholders, who had received the shares as a part of EQT’s acquisition of Alta Resources Development, LLC’s upstream and
midstream subsidiaries, granted the Underwriters a 30-day option to purchase up to an additional 3,889,500 shares of Common Stock (the
Option). The Underwriters exercised the Option in full on September 29, 2021, and the Option closed concurrently with the Offering
on October 1, 2021.
EQT did not
sell any shares of Common Stock in the Offering and did not receive any proceeds from the sale of the shares offered by the Selling Shareholders.
The Underwriting Agreement
contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. EQT and
the Selling Shareholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make in the event of any such liabilities.
The foregoing description of the Underwriting Agreement
is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit 1.1
and incorporated into this Item 8.01 by reference.
The Underwriting Agreement
and the above descriptions have been included to provide investors and security holders with information regarding the terms of the Underwriting
Agreement. They are not intended to provide any other factual information about EQT or its subsidiaries or affiliates or equity holders.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of that agreement and
as of specific dates; were solely for the benefit of the parties to the Underwriting Agreement; and may be subject to limitations agreed
upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other as a way of allocating
contractual risk between them that differ from those applicable to investors. Moreover, the subject matter of the representations and
warranties are subject to more recent developments. Accordingly, investors should be aware that these representations, warranties and
covenants or any description thereof alone may not describe the actual state of affairs of EQT or its subsidiaries, affiliates, businesses
or equity holders as of the date they were made or at any other time.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
* Certain schedules and similar attachments
have been omitted. EQT agrees to furnish a supplemental copy of any omitted schedule or attachment to the Securities and Exchange Commission
upon request.
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.
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EQT CORPORATION
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Date: October 1, 2021
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By:
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/s/ William E. Jordan
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Name:
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William E. Jordan
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Title:
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Executive Vice President, General Counsel and Corporate Secretary
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