PITTSBURGH, May 3, 2023
/PRNewswire/ -- EQT Corporation (NYSE: EQT) ("EQT") today announced
that it has commenced a consent solicitation to amend the indenture
(the "Indenture") governing its outstanding 5.700% Senior Notes due
2028 (the "Notes") to extend the Outside Date (as defined below)
for the special mandatory redemption provision from June 30, 2023 to December
29, 2023 (the "Consent Solicitation").
The following table sets forth some of the terms of the Consent
Solicitation:
Title of
Notes
|
|
CUSIP
Number
|
|
Aggregate
Principal
Amount
Outstanding
|
|
Initial
Consent
Fee(1)
|
|
Additional
Consent
Fee(1)(2)
|
5.700% Senior Notes due
2028
|
|
26884L AQ2
|
|
$500,000,000
|
|
$7.50
|
|
$3.75
|
____________
|
|
|
(1)
|
For each $1,000
principal amount of Notes.
|
(2)
|
Each holder of Notes
who validly delivered a consent prior to the Expiration Time (as
defined below), and who received an Initial Consent Fee in respect
of such consent, will be paid the Additional Consent Fee in respect
of the same Notes for which such holder was paid an Initial Consent
Fee only if, as of 11:59 p.m., New York City time, on June 30,
2023, (a) the Acquisition (as defined below) has not yet been
consummated and (b) EQT has not become obligated under the special
mandatory redemption provision of the Indenture to redeem the
Notes.
|
In October 2022, the Notes were
issued to partially fund the cash consideration for EQT's pending
acquisition of THQ Appalachia I Midco, LLC and THQ-XcL Holdings I
Midco, LLC (the "Acquisition"). Under the Indenture, EQT is
required to redeem the outstanding Notes at a redemption price
equal to 101% of the principal amount of the Notes plus accrued and
unpaid interest, if any, to, but excluding, the date of such
mandatory redemption if (i) the Acquisition is not consummated on
or before June 30, 2023 (the "Outside
Date") or (ii) EQT notifies the trustee of the Notes that it will
not pursue the consummation of the Acquisition.
Upon the terms and subject to the conditions described in the
consent solicitation statement dated May 3,
2023 (as may be amended or supplemented from time to time,
the "Consent Solicitation Statement"), EQT is seeking the Requisite
Consents (as defined below) from the holders of the Notes as of the
Record Date (as defined below) to amend the Indenture to extend the
Outside Date from June 30, 2023 to
December 29, 2023 (the "Proposed
Amendment"). The extension of the Outside Date to December 29, 2023 would align such date with (i)
the date on which the purchase agreement relating to the
Acquisition may be terminated by the parties thereto and (ii) the
termination date for lender commitments under EQT's term loan
credit agreement.
The adoption of the Proposed Amendment will require the consent
of holders of a majority of the aggregate principal amount of the
Notes as of the Record Date (the "Requisite Consents"). The
Acquisition is not conditioned upon the receipt of the Requisite
Consents with respect to the Proposed Amendment, and EQT
currently believes that it has sufficient funding from cash on hand
and commitments under its term loan credit agreement to fund the
cash consideration portion of the Acquisition if it is not able to
obtain the Requisite Consents.
The Consent Solicitation will expire at 5:00 p.m., New York
City time, on May 9, 2023
unless extended by EQT (such date and time, as may be extended by
EQT from time to time in its sole discretion, the "Expiration
Time"). Only holders of record of the Notes as of 5:00 p.m., New York
City time, on May 2, 2023 (the
"Record Date") are eligible to deliver consents to the Proposed
Amendment in the Consent Solicitation. EQT may, in its sole
discretion, terminate, extend or amend the Consent Solicitation at
any time as described in the Consent Solicitation Statement.
Only holders of Notes as of the Record Date who deliver a valid
consent prior to the Expiration Time (and do not validly revoke
such consent prior to the Consent Revocation Deadline (as defined
below)) will be eligible to receive consideration for delivering
their consent, subject to the terms and conditions set forth in the
Consent Solicitation Statement. The "Consent Revocation Deadline"
is the earlier of (i) the receipt of the Requisite Consents and
(ii) 5:00 p.m., New York City time, on May 9, 2023.
The initial consent fee for each $1,000 principal amount of Notes for which a
valid consent is delivered prior to the Expiration Time, and not
validly revoked prior to the Consent Revocation Deadline, will be a
cash payment of $7.50 (the "Initial
Consent Fee"). Subject to receipt of the Requisite Consents and
satisfaction or waiver of the other conditions set forth in the
Consent Solicitation Statement, the Initial Consent Fee will be
paid on the second business day following the Expiration Time,
which is expected to be May 11,
2023.
In addition, each holder of Notes who delivered a valid consent
prior to the Expiration Time (and received an Initial Consent Fee
in respect of such consent) will also receive a cash payment of
$3.75 per $1,000 principal amount of Notes (the "Additional
Consent Fee") for which such holder was paid an Initial Consent Fee
if (and only if), as of 11:59 p.m.,
New York City time, on
June 30, 2023, (i) the Acquisition
has not yet been consummated and (ii) EQT has not become obligated
under the special mandatory redemption provision of the Indenture
to redeem the Notes (collectively, the "Additional Consent Fee
Requirements"). In the event the Additional Consent Fee
Requirements are satisfied, the Additional Consent Fee will be paid
to the applicable holders on July 5,
2023. There can be no assurance that the Additional Consent
Fee Requirements will be satisfied and, as a result, there can be
no assurance that any holder will receive any Additional Consent
Fee.
No Initial Consent Fee (or Additional Consent Fee) will be paid
with respect to the Notes if the Requisite Consents are not
received prior to the Expiration Time.
EQT intends to execute the supplemental indenture to the
Indenture containing the Proposed Amendment (the "Supplemental
Indenture") promptly after the receipt of the Requisite Consents.
The Supplemental Indenture will become effective upon execution
thereof; however, the Proposed Amendment will not become operative
until the payment in full of the Initial Consent Fee. If the
Proposed Amendment becomes operative, any holder of Notes that does
not provide a consent to the Proposed Amendment prior to the
Expiration Time will not receive any Initial Consent Fee (or any
Additional Consent Fee) and the Outside Date for the special
mandatory redemption provision in the Indenture will be extended to
December 29, 2023.
This news release is for informational purposes only and the
Consent Solicitation is being made solely on the terms and subject
to the conditions set forth in the 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. The Consent Solicitation Statement does not constitute
a solicitation of consents in any jurisdiction in which, or to or
from any person to or from whom, it is unlawful to make such
solicitation under applicable securities laws. Holders of the Notes
are urged to review the Consent Solicitation Statement for the
detailed terms of the Consent Solicitation and the procedures for
consenting to the Proposed Amendment.
J.P. Morgan Securities LLC is acting as the Lead Solicitation
Agent for the Consent Solicitation. Any persons with questions
regarding the Consent Solicitation should contact J.P. Morgan
Securities LLC by calling (866) 834-4666 (toll-free) or (212)
834-2064 (collect).
The Information and Tabulation Agent for the Consent
Solicitation is Global Bondholder Services Corporation. Copies of
the Consent Solicitation Statement may be obtained from Global
Bondholder Services Corporation by calling (212)
430-3774 (banks and brokers) or (855) 654-2015 (all
others, toll-free) or by emailing contact@gbsc-usa.com.
Investor Contact:
Cameron Horwitz
Managing Director, Investor Relations & Strategy
412.395.2555
cameron.horwitz@eqt.com
About EQT Corporation
EQT Corporation is a leading independent natural gas production
company with operations focused in the cores of the Marcellus and
Utica Shales 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 plans and
expected timing with respect to the Consent Solicitation.
The forward-looking statements included in this news release
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. EQT has based these forward-looking
statements on current expectations and assumptions about future
events, taking into account all information currently known by EQT.
While EQT 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
EQT's 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; EQT's ability
to appropriately allocate capital and resources among its strategic
opportunities; access to and cost of capital, including as a result
of rising interest rates and other economic uncertainties; EQT's
hedging and other financial contracts; inherent hazards and risks
normally incidental to drilling for, producing, transporting and
storing natural gas, natural gas liquids and oil; cyber security
risks and acts of sabotage; availability and cost of drilling
rigs, completion services, equipment, supplies, personnel, oilfield
services and sand and water required to execute EQT's exploration
and development plans, including as a result of inflationary
pressures; risks associated with operating primarily in the
Appalachian Basin and obtaining a substantial amount of EQT's
midstream services from Equitrans Midstream Corporation; the
ability to obtain environmental and other permits and the timing
thereof; 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 EQT's business due to acquisitions and other
significant transactions, including the Acquisition. These and
other risks and uncertainties are described under Item 1A, "Risk
Factors," and elsewhere in EQT's Annual Report on Form 10-K for the
year ended December 31, 2022 and may
be updated by Part II, Item 1A., "Risk Factors" in subsequent
Quarterly Reports on Form 10-Q and other documents EQT subsequently
files from time to time with the Securities and Exchange
Commission. In addition, EQT 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, EQT
does not intend to correct or update any forward-looking statement,
whether as a result of new information, future events or
otherwise.
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SOURCE EQT Corporation (EQT-IR)