EQT Corporation (NYSE: EQT), today issued the following
statement in response to a filing from JANA Partners LLC
(JANA):
The proposed acquisition of Rice Energy Inc. (NYSE: RICE)
represents a pivotal strategic opportunity for EQT to have an
unmatched asset position – and world-class inventory – in one of
the most prolific natural gas basins in the United States. EQT's
Board and management team remain confident the Rice transaction
will deliver significant value and is in the best interests of all
EQT shareholders.
JANA has suggested that EQT’s presentation of the combined
Rice-EQT acreage map is misleading, and that the existence of
non-contiguous acreage contained within the pro-forma footprint of
the combined Company implies that stated operational synergies from
the transaction are not achievable. This is emphatically not the
case.
EQT has been operating in the Appalachian Basin for nearly 130
years, has drilled more than 2,500 horizontal wells, and has
drilled the longest lateral in the Marcellus (to-date) at 17,400
feet. It is standard industry practice to manage any non-contiguous
acreage requirements through well path adjustments, smaller bolt-on
acquisitions, and tactical fill-ins, all of which are part of our
current development plan at an estimated cost of up to $200 million
annually. In addition, there are often small-scale acreage trades
between operators that are used to fill in gaps. Each of these
methods are routinely employed by EQT and other Appalachian
operators to build their respective development programs. Given the
multitude of legacy natural gas leases across Appalachia, it is
commonplace for small acreage plots to exist given the historical
ownership of land in the region.
The combined Rice-EQT acreage profile was evaluated thoroughly
and carefully, and based on our development plan, which includes
the cost of tactical fill-ins, the Company is confident it will
achieve the $2.5 billion in synergies that it has identified. For
JANA to suggest that this acreage acquisition strategy, which is
standard for Appalachian operators, is inconsistent with achieving
the anticipated benefits of the transaction is highly misleading
and inaccurate.
In addition, JANA seems to believe shareholders face a binary
decision between either approving the proposed Rice transaction –
or – taking action to address EQT’s sum-of-the-parts discount. In
fact, that is simply not the case. Approval of the Rice transaction
will actually enhance EQT’s ability to unlock value by improving
the competitive positioning of each of EQT’s key businesses and
increasing optionality. As previously announced, immediately upon
the closing of the Rice transaction, EQT will establish a committee
of the Board of directors to evaluate options for addressing EQT’s
sum-of-the-parts discount and the Board expects to announce a
decision by the end of the first quarter of 2018.
The EQT Board unanimously approved the Rice transaction and
urges shareholders to use the WHITE proxy card to vote “FOR” all
agenda items in advance of the special meeting on November 9,
2017. If shareholders have any questions about how to vote, or need
additional assistance, please contact EQT’s proxy solicitor:
Innisfree M&A Incorporated, toll-free at (877) 717-3930 (from
the U.S. and Canada) or (412) 232-3651 (from other locations).
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’s 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 EQT’s acquisition and integration of
acquired businesses and assets; the cost of defending EQT’s
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; 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 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, EQT has filed with
the SEC a registration statement on Form S-4 that contains a joint
proxy statement of EQT and Rice and also constitutes a prospectus
of EQT. The registration statement was declared effective by the
SEC on October 12, 2017 and EQT and Rice commenced mailing the
definitive joint proxy statement/prospectus to their respective
shareholders on or about October 12, 2017. 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
DEFINITIVE 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, is contained
in the definitive joint proxy statement/prospectus of EQT and Rice
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/20171016006329/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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