PITTSBURGH, April 23, 2020 /PRNewswire/ -- EQT Corporation
(the Company or EQT) (NYSE: EQT) today announced that it
intends to offer, subject to market conditions and other factors,
$350 million aggregate principal
amount of convertible senior notes due 2026 (the "notes") in a
private offering (the "offering") to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the "Securities Act"). EQT also intends to grant the initial
purchasers of the notes a 13-day option to purchase up to an
additional $52.5 million aggregate
principal amount of notes.
The notes will be senior unsecured obligations of EQT and will
accrue interest payable semiannually in arrears. The notes will be
convertible into cash, shares of EQT's common stock or a
combination thereof, at EQT's election. The interest rate, initial
conversion rate and other terms of the notes will be determined at
the time of pricing of the offering.
EQT intends to use a portion of the net proceeds of the offering
to pay the cost of the capped call transactions described below.
EQT intends to use the remainder of the net proceeds to repay or
redeem certain of its outstanding indebtedness, including those
with near-term maturities, and for general corporate purposes. If
the initial purchasers exercise their option to purchase additional
notes, EQT expects to use a portion of the net proceeds from the
sale of the additional notes to enter into additional capped call
transactions as described below and the remainder to repay or
redeem certain of its outstanding indebtedness, including those
with near-term maturities, and for general corporate purposes.
In connection with the pricing of the notes, EQT expects to
enter into privately negotiated capped call transactions with one
or more of the initial purchasers or their respective affiliates
and/or other financial institutions (the "option counterparties").
The capped call transactions are expected generally to reduce the
potential dilution to EQT's common stock upon any conversion of
notes at maturity and/or offset any cash payments EQT is required
to make in excess of the principal amount of such converted notes,
as the case may be, with such reduction and/or offset subject to a
cap. The strike price of the capped call transactions and the
premium paid will be determined at the time of pricing of the
offering.
In connection with establishing their initial hedges of the
capped call transactions, the option counterparties or their
respective affiliates expect to enter into various derivative
transactions with respect to EQT's common stock and/or purchase
shares of EQT's common stock concurrently with or shortly after the
pricing of the notes, and may unwind these various derivative
transactions and purchase shares of EQT's common stock in open
market transactions shortly following the pricing of the notes.
This activity could increase (or reduce the size of any decrease
in) the market price of EQT's common stock or the notes
concurrently with or shortly after the pricing of the notes.
In addition, the option counterparties and/or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivative transactions with respect to EQT's
common stock and/or purchasing or selling EQT's common stock or
other securities of EQT in secondary market transactions following
the pricing of the notes and prior to the maturity of the notes
(and may do so following any conversion of notes, any repurchase of
notes on any fundamental change repurchase date, any notes
redemption date, or any other date on which any notes are retired
by EQT, in each case if EQT exercises the relevant election under
the capped call transactions). This activity could also cause or
avoid an increase or a decrease in the value of the notes or the
market price of EQT's common stock, which could affect a
noteholder's ability to convert its notes and, to the extent the
activity occurs during any observation period related to a
conversion of notes, it could affect the amount and value of the
consideration that a noteholder will receive upon conversion of its
notes.
Neither the notes, nor any shares of EQT's common stock issuable
upon conversion of the notes, have been, or will be, registered
under the Securities Act or any state securities laws, and unless
so registered, such securities may not be offered or sold in
the United States absent an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy these or any other securities and
shall not constitute an offer, solicitation or sale of these or any
other securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About EQT Corporation
EQT Corporation is a natural gas production company with
emphasis in the Appalachian Basin and operations throughout
Pennsylvania, West Virginia and Ohio. With 130 years of experience and a
long-standing history of good corporate citizenship, EQT is the
largest producer of natural gas in the
United States. As a leader in the use of advanced horizontal
drilling technology, EQT is committed to minimizing the impact of
drilling-related activities and reducing its overall environmental
footprint. Through safe and responsible operations, EQT is helping
to meet our nation's demand for clean-burning energy, while
continuing to provide a rewarding workplace and support for
activities that enrich the communities where its employees live and
work.
Cautionary Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. 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
communication specifically include statements regarding the
proposed terms of the notes, the size of the proposed offering, the
capped call transactions, expectations regarding actions of the
option counterparties and their respective affiliates and the
expected use of proceeds from the sale of the notes. These
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from projected
results. Accordingly, investors should not place undue reliance on
forward-looking statements as a prediction of actual results. The
Company has based these forward-looking statements on current
expectations and assumptions about future events, taking into
account all information currently available to the Company. While
the Company considers these expectations and assumptions to be
reasonable, they are inherently subject to significant business,
economic, competitive, regulatory and other risks and
uncertainties, many of which are difficult to predict and beyond
the Company's control. The risks and uncertainties that may affect
the forward-looking statements include, but are not limited to,
those set forth under Item 1A, "Risk Factors," of the Company's
Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities
and Exchange Commission (the "SEC") on February 27, 2020, and as updated by the
Company's Current Report on Form 8-K that will be filed with the
SEC on April 23, 2020, the Company's
subsequent Quarterly Reports on Form 10-Q, and other documents the
Company files from time to time with the SEC.
Any forward-looking statement speaks only as of the date on
which such statement is made, and the Company undertakes no
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law.
Investor contact:
Andrew Breese – Director, Investor
Relations
412.395.2555
ABreese@eqt.com
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SOURCE EQT Corporation