PITTSBURGH, May 10, 2023
/PRNewswire/ -- EQT Corporation (NYSE: EQT) ("EQT") today announced
that it has received the Requisite Consents (as defined below) in
its previously announced 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"),
which ensures that the proceeds from the issuance of the Notes
remain available through December 29,
2023 if the closing of EQT's pending acquisition of THQ
Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC (the
"Acquisition") occurs on or before such date.
As previously announced, upon the terms and subject to the
conditions described in the consent solicitation statement dated
May 3, 2023 (the "Consent
Solicitation Statement"), EQT sought the consent of holders of a
majority of the aggregate principal amount of the Notes (the
"Requisite Consents") to amend the Indenture to extend the Outside
Date from June 30, 2023 to
December 29, 2023 (the "Proposed
Amendment"). Under the Indenture, prior to giving effect to the
Proposed Amendment, 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. The extension of the Outside Date to December 29, 2023 aligns such date with the date
on which the purchase agreement relating to the Acquisition may be
terminated by the parties thereto as well as the termination date
for lender commitments under EQT's term loan credit agreement.
The Consent Solicitation expired at 5:00
p.m., New York City time,
on May 9, 2023 (the "Expiration
Time"). Pursuant to the Consent Solicitation, EQT received the
consents from holders of a majority of the aggregate principal
amount of the Notes to the Proposed Amendment.
The initial consent fee for each $1,000 principal amount of Notes for which a
valid consent was delivered prior to the Expiration Time, and not
validly revoked, is a cash payment of $7.50 (the "Initial Consent Fee"). EQT will pay
the Initial Consent Fee to the tabulation agent for distribution to
holders of the Notes as of 5:00 p.m.,
New York City time, on
May 2, 2023 (the "Record Date") who
delivered valid consents prior to the Expiration Time (and did not
validly revoke such consents) on May 11,
2023.
In addition, each holder of Notes as of the Record Date 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.
As a result of the receipt of the Requisite Consents in the
Consent Solicitation, on or about the date hereof, EQT will execute
a supplemental indenture to the Indenture containing the Proposed
Amendment (the "Supplemental Indenture"). The Supplemental
Indenture will become effective upon execution thereof, and the
Proposed Amendment will become operative upon the payment by EQT in
full of the Initial Consent Fee.
This news release is for informational purposes only and does
not amend the Consent Solicitation, which has expired and was 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.
J.P. Morgan Securities LLC acted 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).
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 (including
the payment of fees relating thereto) and the Supplemental
Indenture.
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)