PITTSBURGH, May
24, 2023 /PRNewswire/ -- EQT Corporation (NYSE: EQT)
("EQT") today announced that it has commenced a tender offer (the
"Tender Offer") to purchase for cash up to $250.0 million aggregate principal amount (the
"Maximum Tender Amount") of its outstanding 6.125% Senior Notes due
2025 (the "Notes").
The following table sets forth some of the terms of the Tender
Offer:
Title of
Notes
|
|
CUSIP
Number
|
|
Principal Amount
Outstanding
|
|
Maximum
Tender
Amount
|
|
Reference U.S. Treasury Security
|
|
Bloomberg
Reference
Page(1)
|
|
Fixed
Spread
|
|
Early
Tender
Premium(2)
|
6.125% Senior Notes due
2025
|
|
26884LAH2
|
|
$901,521,000
|
|
$250,000,000
|
|
1.375% U.S. Treasury
Notes
due January 31, 2025
|
|
FIT4
|
|
+115
bps
|
|
$30.00
|
(1) The page on Bloomberg from
which the dealer managers for the Tender Offer will quote the
bid-side price of the Reference U.S. Treasury Security (as defined
below).
(2) Per $1,000
principal amount of Notes accepted for purchase.
The Tender Offer is being made upon and is subject to the terms
and conditions set forth in the Offer to Purchase dated
May 24, 2023 (the "Offer to
Purchase"). The Tender Offer will expire at 11:59 p.m., New York
City time, on June 22, 2023,
unless extended or the Tender Offer is earlier terminated by EQT
(such date and time, as it may be extended, the "Expiration Date").
Tenders of Notes may be withdrawn at any time on or prior to
5:00 p.m., New York City time, on June 7, 2023, but may not be withdrawn thereafter
except in certain limited circumstances where additional withdrawal
rights are required by law.
The consideration (the "Early Tender Consideration") offered per
$1,000 principal amount of Notes
validly tendered on or prior to 5:00
p.m., New York City time,
on June 7, 2023 (such date and time,
as it may be extended, the "Early Tender Date") and accepted for
purchase will be determined in the manner described in the Offer to
Purchase by reference to the fixed spread specified in the table
above, plus the yield to maturity of the U.S. Treasury security
specified in the table above (the "Reference U.S. Treasury
Security"), calculated as of 10:00
a.m., New York City time,
on June 8, 2023, unless extended or
the Tender Offer is earlier terminated by EQT.
Holders should take note that, if the Early Tender Consideration
determined as described in Offer to Purchase is greater than
$1,000 per $1,000 principal amount of Notes, then the Early
Tender Consideration will be calculated based on an assumed
maturity date of January 1, 2025, the
par call date for the Notes, and not February 1, 2025, the stated maturity date for
the Notes.
The Early Tender Date is the last date and time for holders to
tender their Notes in order to be eligible to receive the Early
Tender Consideration, which includes an early tender premium of
$30.00 per $1,000 principal amount of Notes (the "Early
Tender Premium"). Holders of Notes tendered following the Early
Tender Date, but on or prior to the Expiration Date and accepted
for purchase will receive an amount equal to the Early Tender
Consideration minus the Early Tender Premium (the "Late Tender
Consideration").
In addition to the Early Tender Consideration or the Late Tender
Consideration, as applicable, holders whose Notes are purchased in
the Tender Offer will receive accrued and unpaid interest on such
Notes from and including the last interest payment date for the
Notes up to, but not including, the applicable settlement date for
such Notes accepted for purchase. The settlement date for Notes
that are validly tendered on or prior to the Early Tender Date is
anticipated to be June 9, 2023, the
second business day following the Early Tender Date (the "Early
Settlement Date"). The settlement date for Notes that are tendered
following the Early Tender Date but on or prior to the Expiration
Date is anticipated to be June 26,
2023, the second business day after the Expiration Date,
assuming the Maximum Tender Amount of Notes is not purchased on the
Early Settlement Date.
Tendered Notes may be subject to proration if the aggregate
principal amount of Notes validly tendered and not validly
withdrawn would cause the Maximum Tender Amount to be exceeded.
Furthermore, if the Tender Offer is fully subscribed as of the
Early Tender Date, holders who validly tender Notes following the
Early Tender Date will not have any of their Notes accepted for
payment.
EQT's obligation to accept for payment and to pay for the Notes
validly tendered in the Tender Offer is subject to the satisfaction
or waiver of a number of conditions described in the Offer to
Purchase. EQT reserves the right, subject to applicable law, to (i)
waive any and all conditions to the Tender Offer, (ii) extend,
terminate or withdraw the Tender Offer, (iii) increase or decrease
the Maximum Tender Amount, or (iv) otherwise amend the Tender Offer
in any respect.
The purpose of the Tender Offer is to reduce EQT's overall
principal amount of debt. It is expected that Notes purchased
pursuant to the Tender Offer will be retired. In addition to the
Tender Offer, EQT expects to redeem all of its outstanding 5.678%
Senior Notes due 2025 pursuant to their terms. Any redemption of
the 5.678% Senior Notes due 2025 would be made solely pursuant to a
redemption notice delivered pursuant to the indenture governing
such notes, and nothing contained in this news release constitutes
a notice of redemption of such notes.
Citigroup Global Markets Inc. and Scotia Capital (USA) Inc. are acting as Lead Dealer Managers
and M&T Securities, Inc. and WauBank Securities LLC are acting
as Co-Dealer Managers for the Tender Offer. Any persons with
questions regarding the Tender Offer should contact Citigroup
Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106
(collect) or Scotia Capital (USA)
Inc. at (833) 498-1660 (toll-free) or LM@scotiabank.com.
The Information Agent and Tender Agent for the Tender Offer is
Global Bondholder Services Corporation. Copies of the Offer to
Purchase and any related Tender Offer materials 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.
This news release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Tender Offer is being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law.
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 Tender Offer or the 5.678%
Senior Notes due 2025.
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 pending acquisition of THQ
Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC. 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)